Mail Stop 6010

							August 12, 2005


James M. Pusey
Chief Executive Officer
OrthoLogic Corp.
1275 West Washington Street
Tempe, Arizona  85281

Re:	OrthoLogic Corp.
	Registration Statement on Form S-3
	File Number 333-127356

Dear Mr. Pusey:

      This is to advise you that we have limited our review of the
above referenced registration statement to only the issues
identified
below.  We will make no further review of this filing.
      We note your disclosure on the cover page of the
registration
statement that states "[i]f a prospectus supplement identifies
selling shareholders, some of the shares of our common stock may
be
offered by those selling shareholders."  Based on our review of
the
disclosure provided in the document, it appears you are
registering a
primary shelf offering and not a secondary offering.  If you
intend
for this registration statement to serve as a secondary offering
document, you should revise your entire registration statement to
include all the information required to be disclosed in a
secondary
offering, including the information required by Items 507 and 508
of
Regulation S-K as well as separately registering the total amount
of
securities to be sold by selling shareholders. Otherwise, please
remove all references to selling shareholders from your
registration
statement.

      *	*	*

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      Please contact Song P. Brandon at (202) 551-3621 or me at
(202)
551-3710 with any questions.

							Sincerely,



							Jeffrey P. Riedler
							Assistant Director


cc:	Steven P. Emerick, Esq.
	Quarles & Brady Streich Lang, LLP
	One Renaissance Square, Two North Central Avenue
	Phoenix, Arizona  85004


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